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<br />7A <br />Page 7 <br /> <br />WHEREAS, the Member has duly considered such transactions and wishes at <br />this time to approve said transactions in the public interest of the Member. <br /> <br />NOW, THEREFORE, BE IT RESOLVED BY THE <br />AS FOLLOWS: <br /> <br />OF THE <br /> <br />Section 1. Pursuant to Section 7.1.1 of the Agreement, the Member hereby <br />approves the issuance of the Obligations, in a principal amount not to exceed <br />$65.455,000. The Obligations may be structured initially as short. term obligations, to <br />be refunded on a long term basis on or prior to the effective date of the amendment of <br />the franchise agreement for operation of the Authority's solid waste materials recovery <br />system (the "System"), currently expected to occur in 2010. The Member hereby <br />further approves the issuance by the Authority of long term obligations (the "Refunding <br />Obligations") to refinance the Obligations at or prior to their stated maturity, and further <br />approves the refunding of the 2000 Bonds at such time and in such manner as <br />determined by the Authority. The principal amount of such Refunding Obligations may <br />be in an amount sufficient to refund the principal amount of the outstanding Obligations <br />and 2000 Bonds and unpaid interest due thereon upon such terms as are approved by <br />the Authority, plus amounts necessary to pay any redemption premium. capitalized <br />interest, debt service reserve fund, costs of issuance of the Refunding Obligations, any <br />original issue discount and amounts necessary to fund a refunding escrow for the <br />Obligations and 2000 Bonds to their respective redemption dates. The Member shall <br />not rescind this approval of issuance of the Refunding Obligations and the refunding of <br />the 2000 Bonds unless it is withdrawing from the Agreement as provided therein, and <br />pays its proportionate share of all existing debts of the Authority, including the <br />Obligations and 2000 Bonds as required by Section 15.1 of the Agreement. <br /> <br />Section 2. The Board and staff of the Member are hereby authorized and <br />directed, jointly and severally, to do any and all things, to execute and deliver any and <br />all documents which, in consultation with the Authority's Bond Counsel and counsel to <br />the Member, they may deem necessary or advisable in order to effectuate the purposes <br />of this Resolution. Any and all such actions previously taken by such Authorized <br />Officers or staff members are hereby ratified and confirmed. <br /> <br />Section 3. This Resolution shall take effect immediately upon adoption. <br /> <br />* <br /> <br />* <br /> <br />* <br /> <br />A TTY/RESO/RESO.1854 <br />082508 <br /> <br />2 <br />